End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) its and each of its Domestic Subsidiaries’ fiscal years to end on December 31 of each calendar year and (ii) its and each of its Domestic Subsidiaries’ fiscal quarters to end on March 31, June 30, September 30 and December 31 of each calendar year.
Annual Maintenance Fee In consideration of the license granted to Licensee under Section 2.1, Licensee shall pay Licensor on-going annual maintenance fees of **** on each anniversary of the Effective Date.
Covenant to Provide Financial Information and Maintain Sufficient Capital The Administrator shall obtain and maintain the necessary capital to fulfill its obligations under this Agreement and shall remain solvent. The Administrator will report to the Issuer on a semi-annual basis its current and total assets, current and total liabilities, and total equity and the Company intends to include such amounts in its SEC reports.
Minimum Consolidated Fixed Charge Coverage Ratio The Consolidated Fixed Charge Coverage Ratio shall not be less than 1.50 to 1.00, determined based on information for the most recent fiscal quarter annualized.
Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000
INTERIM MAINTENANCE PERIOD During the interim maintenance period between obtaining of the completion certificate of such Project and formation and operationalization of the Association the Promoter shall through itself or through a facility management company to run, operate, manage and maintain the Common Areas. The Promoter shall endeavour that the committee responsible for the maintenance and operation of the Common Areas will be required to provide manpower for maintaining the Common Areas, wherever required, and to collect maintenance charges and also guest charges and the user charges for the utilities being provided on “pay by use” basis, if any. The maintenance and management of Common Areas by the committee will primarily include but not limited to maintenance of water works, common electrical installations, DG Sets, landscaping, driveways, parking areas, lobbies, lifts and staircases, AMC’s etc. It will also include safety and security of the Project such as fire detection and protection and management of general security control of the Project. The Rules/ Bye Laws to regulate the use and maintenance of the Common Areas shall during the interim maintenance period shall be framed by the Promoter with such restrictions as may be necessary for proper maintenance and all the Allottees are bound to follow the same. After the Common Areas of the Project are handed over to the Association, the Association may adopt the Rules and the Bye laws framed by the Promoter, with or without amendments, as may be deemed necessary by the Association.
Interim Period During the Interim Period, the Seller shall cause the Company to be managed in accordance with its ordinary course of business, in accordance with Applicable Law and with past practice, so as to ensure that no act or event depending on the Company shall occur during such Interim Period which would be reasonably expected to result in a breach of the provisions of this Agreement upon their occurring prior to Closing, without prejudice and save for any transaction to be entered into or any action to be carried out pursuant to this Agreement. Unless a prior written consent is given to the Seller by the Purchaser, which consent shall not be unreasonably withheld, save for any transaction to be entered into or any action to be carried out pursuant to this Agreement, without prejudice to any different provision under this Agreement, the Seller shall procure that: (a) the Company does not issue any shares, warrants, convertible or exchangeable bonds, financial instruments or other securities or any rights relating thereto or otherwise approve or make any change in its capital structure; (b) no dividends or reserves will be declared or paid by the Company, except for an amount equal to Euro 575.000,00 (five hundred seventy-five thousand/00), pursuant to Paragraph 4.2 above; (c) except for the possible extension of the current temporary lease agreement, the Company does not sell, transfer, pledge, mortgage, lease or otherwise dispose of any assets or properties (other than inventory, products and systems sold to customers in the ordinary course of business); (d) the Company does not hire any personnel, with the exception of the hiring of personnel (a) whose hiring is in progress as of the date of this Agreement or (b) required to replace terminated employees; (e) the Company does not amend the employment agreements, collective bargaining agreements or other collective labour agreements or conventions applicable to the Company’s employees’, increase the compensation payable to the employees and the directors of the Company or grant any of them additional personal benefits, bonuses or indemnities, other than increases or benefits, bonuses or indemnities mandated by Applicable Law or by collective bargaining agreements; (f) the Company does not merge, demerge or consolidate with other companies and do not amend in any way whatsoever the by-laws; (g) the Company does not enter into any loan or other form of financing or financial facility and/or incur, assume or modify the existing indebtedness of the Company ; (h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the ordinary course of business), except for any change which is more favourable to the Company; (i) the Company does not enter into factoring agreements and/or financial leases agreements; (j) the Company does not enter into any legally binding commitment with respect to any of the foregoing.
Corporate Existence; Maintenance of Properties (a) The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to any other entity. (b) The Borrower (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted by them; provided that nothing in this Section 8.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis.
Specific Financial Covenants During the term of this Agreement, and thereafter for so long as there are any Obligations to Lender, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:
Minimum Fixed Charge Coverage Ratio As of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending on March 31, 2015, Borrowers will maintain a Fixed Charge Coverage Ratio of not less than 1.20 to 1.00.
